My Enemy, My Ally
by Flipper Boid Skua
Summary: Based on the game, Spider-Man: Friend or Foe. The Lizard goes on a rampage aboard the SHIELD ship and it's up to Spidey and his supervillain allies to stop him without hurting him. Pretty hard to do when he starts picking them off, one by one...
1. Chapter 1

Disclaimer: I don't own the Spider-Man franchise or any of its characters.

Decided to make this a seperate entry since Aboard the S.H.I.E.L.D Ship is geared more towards humor and this is a much more serious story. Enjoy!

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><p>"Not good..." Dr. Curt Connors muttered to himself, rummaging through his room. "Not good at all..." He knew this was big trouble indeed. He couldn't find the very special kit that contained an organized bunch of syringes, all of which carried the formula that kept his human mind dominant over his reptilian body. Without it, his Lizard persona could, -and most likely <em>would<em>-, take over completely. And who knows what kind of chaos that would bring on this ship! Already unpleasant images of bloodshed flashed in his mind before he forced them out with a shake of his head. Okay, now wasn't the time to panic. Think... Where did he see it last? He recalled taking it with him to Egypt when he went in search of a cure for his condition. He recalled meeting Spider-Man and taking the kit aboard the S.H.I.E.L.D ship. He recalled using it a few times while staying here.

It couldn't have just vanished into thin air! But having turned the room completely upside down, he saw no trace of it whatsoever. And the stress was already getting to him; he could hear his alter ego's voice whispering in his head, its hissing words indistinguishable. Taking deep breaths in an attempt to calm himself, he glanced over his shoulder as the door knocked.

"C-Come in." Connors stuttered, swallowing the growing lump in his throat. The door opened slowly and Spider-Man poked his head in. "Hey, Doc. Are you-Whoa..." He looked about the room; the place was a mess. That was very unlike his friend, who was always very neat and organized. Turning his attention to the professor, he was about to question the state of the room when he noticed the troubled look on Curt's scaly face. "You okay?"

"Fine. Just fine." the large reptile muttered quickly, more to himself than anything else. But Spidey wasn't fooled by the answer regardless and he went over to the Doc, putting a hand on his shoulder.

"You sure? You seem very ruffled right now."

"I-" Curt was about to deny before he stopped himself, exhaling heavily through his nostrils as he closed his eyes a bit to think on how to explain the situation. "I can't find my Formula Kit, the one that keeps **me** in control."

"Keeps you in control of what...?" Spider-Man trailed off when the Doc looked him straight in the eye, his mind already filling in the answer. He felt his heart skip a beat and his grip on Connor's shoulder tightened involuntarily. "Oh...That's not good..."

"I need to find it. But it's not here. And..." The doctor paused, eyes squeezing shut. "I can feel it... I can feel the Lizard trying to take over... I'm holding him back, but I don't have much time."

"Okay, just calm down. Stress won't help us here." Spidey said quickly, knowing exactly how this condition worked. "We'll find it, no worries. I mean, it's gotta be here somewhere..." It didn't sound really reassuring as they both know the kit could be anywhere on this ship. Or even off of it. "Did you bring it on our last mission to Earth?"

Connors shook his head. "No. I didn't wanna risk losing it." He smiled a bit, though the smile held no humor. "Ironic, isn't it?" He felt Spidey give him a reassuring pat.

"Can you make more?" the hero asked and Connors paused for a moment, struggling to keep his head clear. The Lizard was growing impatient and agitated and it was taking more of Curt's willpower to stay in control.

"I...believe so. We just need the right equipment." he muttered as he moved off to the dresser and grabbed a notebook full of scientific notes and formulas. He always kept the notes as back-up, but he never thought he'd actually have to use them so soon and so hastily.

"Well, maybe Doc Ock can help out in that department. And I'm sure the ship has a lab we can use." He sighed. "We can only hope for the best. Come on." Spidey turned and left the room, Dr. Connors following with notes held tight in his claws. Moving with great haste, the duo traveled the empty white hall-ways with purpose towards Doc Ock's room. Hopefully he was in and they wouldn't have to go searching the ship for him as time was of the absolute essence. Knocking on the door, they waited with baited breaths.

"What is it?" came an irritated voice from the other side of the door. Spidey sighed through his mask in relief as Connors tensed body relaxed a bit.

"Doctor Octavius, can we come inside? It's an emergency!" Spider-Man asked in his most insistent voice. He knew the villains didn't like him, and for obvious reasons. But he needed to communicate that this situation was serious so Doc Ock would at least give them an ear. After a moment, the door opened and Otto glared at Spidey through his sunglasses.

"What do you want, arachnid?" he asked gruffly. He then noticed Curt and the atmosphere grew heavy in awkwardness. Spidey knew that the two used to be friends before something drove the two geniuses apart. Spidey suspected that it was their individual incidents that drove the chisel between them, but he wasn't entirely sure. Regardless of their tense relations, this needed undivided attention.

"Doctor Connors needs our help. I know Biology or Chemistry isn't your field, but perhaps you can provide us some equipment to produce a formula?" Spidey asked. At this, the multi-armed doctor scoffed softly.

"I'm a brilliant and _highly_ respected nuclear physicist. Do you really think I can't help in producing a simple formula?" He stepped out his door, Spider-Man and Connors stepping back to give the man and his robotic arms room. "The ship has a labratory we may use, but tell me: why should I be bothered to help?"

It wasn't too much of a surprise that he asked, though Spidey was starting to get his hopes up a bit beforehand. There was really no point in trying to hide the truth of the matter and Spidey was about to answer when Curt did so for him, his voice starting to pick up a slight reptilian hiss.

"If you don't, the lizard part of my brain will take over. The ship and itsss crew will be in grave danger..." Wincing, he shook his head a bit, trying to get rid of the Lizard's growing influence. His voice took on a more pleading tone as his red eyes looked to Otto beseechingly. "Pleassse, my friend. You mussst help, before itsss too late..."

Otto knew the situation was grave the moment his former companion spoke. His voice seemed normal enough, but it was that hissing undertone that genuinely brought reflexive chills down his spine. The danger was there and no doubt came into his mind about the sincerity of this plea. After a brief moment of silence, he nodded. "Very well then. Come with me."

And with that, he strode quickly towards the labs, occasionally using the mechanical arms to speed his pace, Spidey and Connors right by him every step of the way. The labs weren't too far after all and were actually quite large. Connors himself never visited the labs; in the confinement of the ship, he didn't wanna risk being near unknown chemicals that might agitate his condition and cause him to lose control. He wanted a cure, yes, but he was willing to wait until the save-the-planet agenda was done and over. Now coming in here, he can smell the sharp scent of various concoctions and he made a mental note not to contact any of it until he was certain it was safe.

"May I see those notes?" Otto asked, pointing to the papers in Connors' hand. The large reptile nodded softly, handing it to one of the actuators, which in turn handed it to Octavius. Looking through them, he read every line, every equation, every description, brows knitting together as the full picture of Curt's current condition began to paint itself. Seeing which supplies were needed, Otto placed the notes on a table and the actuators began to gather what they could.

"Thank you, Octaviusss..." Connors managed through his growing headache. Seeing the fellow professor nod softly, Curt backed into a chair, claws holding his head as his tail began twitching. Although things were starting to look up now, Curt knew it was the calm before the storm. His headache was growing into a full-on migraine now and he could do nothing about it. He felt like his head was slowly splitting in two. "Ssspider-Man...?" he began, voice barely above a whisper. But it was enough as said hero turned to him.

"Yes, Doctor Connors?" Immediately, he could tell something was wrong. The poor doctor was breathing rather heavily, his sharp teeth clamping together as his body tensed considerably. Spidey hurried to his side, trying to keep him calm. "Doc, you gotta relax or-" Spidey was cut off when Curt pushed him away, shaking his head. Otto stopped his preparations on seeing his collegue appearing so distressed.

"Warmbloodsss..." the reptilian doctor whispered softly, voice growing increasingly raspy as he spoke. "I...I can't...Warn the othersss..."

"Fight this, Connors!" Spidey encouraged, keeping his distance instinctively. "This is _your_ body! You're stronger than the Lizard will ever be!"

At those words, Curt snarled directly at the web-slinger, charging forward towards the hero. The Spider Sense went off, but not quick enough for Spidey to react before razor sharp claws connected with his side and flung him right into Otto. It didn't take a genius to figure out that Curt was gone, replaced by his savage alter ego, whose eyes narrowed as Octavius shoved Spider-Man off of him.

"That wasn't necessary..." Spidey muttered; whether it was directed to Doc Ock or the Lizard was hard to tell. The hero glanced at his side, hoping the damage won't be too bad. To his relief, it wasn't as his costume took the brunt of the blow with four rips and only minor breaking of the skin. Turning his full attention to the reptile, he barely had enough time to leap away from the creature's next charge, Doc Ock leaping in the opposite direction in his own dodge. Jaws snapping the now empty air, the Lizard glanced at both humans on either side of him before turning to Spider-Man, holding no interest in Otto at the moment.

"Weakling Connorsss; ssstronger than me?" the creature hissed darkly, tail swishing violently behind him. "I alwaysss knew you were a liar, Ssspider-Man..."

"Oh good. You heard that..." Spider-Man muttered as he fired web quickly at the Lizard's feet. "I was hoping to drill the _truth_ into that thick skull of yours." As he spoke, he yanked the web with all his strength, pulling the reptile off balance and forcing him onto his back. But before he could do much else in terms of restraint, the enraged beast rolled back over, ripping the webbing off himself and lunging at full speed, twisting around the last few feet and slamming Spidey's chest with his tail. Our hero was quickly reminded just how much faster the Lizard was as he hit the ground, the wind knocked out of him. He'll recover in a second, but the Lizard wasn't going to give him that luxury and leaps for him, aiming for Spidey's throat.

But before Lizard could meet his target, metal clamped onto his wrists and ankles and hoisted him backwards, away from his prey. Screeching and struggling, he realized what held him as he was turned towards Otto Octavius.

"The arachnid is mine to kill." Doc Ock informed his hostage in a rather calm tone before throwing the creature into the wall. The impact echoed throughout the lab as the wall was left with quite a dent on its metal surface. But despite the blow that would destroy a normal man, the Lizard merely shook it off as he stood, turning his blood red glare straight to the multi-limbed scientist.

"Foolish mammal..." was all he said before charging the other villain on all fours. The actuators immediately reacted, surging forward to strike, only to hit the floor as the Lizard's quick reflexes avoided the hits. But just as he was close enough to inflict damage on the human, Doc Ock jumped back, the lower pair of robotic arms giving the boost needed to sail towards the wall behind him. Clinging to surface, Octavius watched with a scowl as the Lizard wasted little time climbing up after him. Never one to be taken lightly, Otto immediately sent his two upper arms right at the reptilian menace. As the villain anticipated, the Lizard dodged in a flash, only to have the third actuator clamp onto his waist.

Clawing savagely at the device holding him, the Lizard was then flung into the adjacent wall, his back hitting the unforgiving metal before beginning to slide down. However, he wasn't to be defeated so easily and regained his grip, flipping over to run right back to the offending little mammal. Octavius growled to himself, lunging backwards to keep the distance as two actuators tried to stall the charge of the persistent carnivore. It didn't work this time as the Lizard finally got into range and delivered a punch hard enough to send the scientist off the wall and to the floor with a grunt.

Wasting not a second, the Lizard leapt from the wall and landed atop the doctor, jaws snapping as Octavius instinctively held his arm up to keep the monster back, wincing as cool, sticky saliva dripped onto his face. Luckily, he wasn't to be in this precarious position for long as web attached itself onto the Lizard's head. Spidey took the advantage and gathered his strength, pulling hard in a horizontal arc. The savage predator was forced off Doc Ock and went flying head-first into a counter, breaking it completely as shattered beakers, thankfully filled with harmless chemicals, spilled their contents onto the stunned reptile.

Seeing a moment to recover, Spider-Man turned to Otto, who was standing up and wiping the drool off his face in disgust. "You alright there, Ock?"

"Never been better..." Octavius hissed sarcastically as he straightened his brown trenchcoat, noticing a few slashes on the fabric that came dangerously close to his skin.

"We make a good team. Remind me to bring you on missions more often." Spidey stated in his usual good-natured tone, looking back to where the Lizard has fallen, only to find the spot empty. On high alert instantly, Spidey and Ock looked about the lab to see no sign of the creature at all. Peering up, they only caught a glimpse of a scaly green tail-tip disappearing into the vents above.

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><p>First chapter of my second Spider-Man story. I personally think it's a good start, but I would love to hear your opinions on it! :) I especially hope my take on Doc Ock was good as my knowledge of him is a bit limited compared to my more favorite characters; I tried to use traits from the movie, the Spectacular Spider-Man TV Show, and the few comics I own of him. Feel free to tell me how I did if you wish. See ya on the next chapter!<p> 


	2. Chapter 2

Disclaimer: I don't own the Spider-Man franchise or any of its characters.

**L. ANOIRE47: **Yay, my first reviewer for this story! Thanks for favoriting! :D  
><strong>dglsprincess: <strong>Thanks for reviewing and adding this story to your alerts! As for the safety of your fave villains...we'll have to wait and see *insert ominous music*

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><p>"Whaddya mean, we gotta be careful?" the Green Goblin piped up, always one of the first one to voice his opinions in gatherings like this, and in just about any other situation. "What? The computer's meals weren't enough to look out for?"<p>

They were in the Dining Facility, although no food was being served at the time being (most counted this as a blessing), and instead Spider-Man and Nick Fury were holding this meeting. It was rather late in the night, around 11 pm, and the others had been woken up from their sleep just to come here. Needless to say, none of them were in a particularly good mood. But they had no choice except to come; the computer had threatened to _make_ them come if they resist. Whatever _that_ means is open to debate.

"We don't need sarcasm, Goblin." Nick responded, earning a scoff from the villain. "This situation is too dire for such childishness."

"Then why not tell us what's so _dire_ enough to wake us up and piss us off?" Gobby spat back before Spider-Man raised his hands to keep this conversation from turning into a pointless argument.

"Okay, okay. You're all probably wondering why we give such a warning for little reason. Well..." Lowering his hands as everyone's attention shifted to him, he sighed as memories of what happened not even an hour ago flashed through his mind. "As you can all probably see, our friend Doctor Curt Connors, aka The Lizard, is not here among us." He paused for a few seconds as the majority looked about to confirm what he said before he carried on. "Unfortunately, there's a... troubling reason for that..." _That's the understatement of the year, _his thoughts spoke up before being shrugged off. "There was an incident and he's no longer himself."

This earned a few confused looks and head tilts, each villain wondering what this stupid spider was talking about. Peter saw the hostility and confusion rising and he face-palmed for a moment, rubbing his temples through his mask. He assumed that everyone knew enough about the Lizard to put two-and-two together, but apparently, that wasn't the case. Well, how about he becomes a bit more blunt with this?

"Well, he wants to kill us all." he stated simply and this got the reaction he was going for. Eyes widened and heads jolted up in surprise. Looking to each other, mutters rose up throughout the room, none loud enough to be heard until Scorpion asked the question everyone had on their mind.

"Why would he wanna do that? Weren't we all supposed to be...I dunno...Allies, or somethin'?" he asked and Spidey was about to answer when Doc Ock stood up, robotic arms clicking amongst themselves.

"Yes, but Doctor Con-" He cut himself off, knowing that the _creature_ he was about to refer to was not his former friend. "The Lizard wants nothing to do with us. He seems to dislike mammals, of which includes all of us for those of you who never passed Biology."

"It's beyond a dislike, Doc." Spider-Man added, sitting down in his chair. "He flat out _hates_ anything that has warm-blood. About as much as you all hate me, perhaps moreso. The Lizard you all knew this whole time aboard this ship was under Doctor Connors' human control. Now, he lost that control to the _real_ Lizard. I'm not too sure what he'll try to accomplish, being trapped on this ship and all... But I can almost certainly say that will not be good news for us at all."

"Well," Venom began, smirking more menacingly than usual. "why not just deal with the problem the same way we do with those disgusting PHANTOMS?" The half-alien creature's implication of bloodshed made an immediate appeal to the general audience and they all began nodding in agreement.

"Why don't I just go and blow him up?" Gobby questioned, pulling out a Pumpkin Bomb from his ever present Bag of Tricks. "I bet that'll solve this problem very quickly."

"Or we can crush him into the floor." Rhino joined, balling a fist and punching into his open hand with it, cracking his knuckles in the process.

"No, no, no! Everyone listen!" Spider-Man interjected, knocking his own fist into the table like a judge's gavel to get everyone's attention once more, the frustrated urgency in his voice more than enough to succeed in getting his comrades' to look his way. "Doctor Connors is still in there. Destroying him would lose a valued member on our team. Like it or not, we can't risk hurting him."

"And whether you like it or not, insect, those are _hero_ standards." Gobby hissed, glaring in the spider's direction. "You might have those morals to not wanna hurt that overgrown scale-bag, but what makes you think we abide to the same idiotic rules that you do?"

"And what makes you think we _won't_ abide to those rules, Goblin?" Iron Fist pointed out. "Not all of us are villainous assholes like you."

Needless to say, an argument broke out fairly quickly between the villains and the heroes and the anti-heroes in the room. Spider-Man's head crashed into the table, wondering why he even bother trying to talk to these people. Of course they weren't going to all agree or disagree on the same thing... He lifted his head only to look towards Nick Fury, who was glaring over their audience, not at all particularly fond about the lack of discipline around here.

"Computer." Nick grumbled and Spidey was surprised that the computer even heard him over this commotion, cringing as a loud horn sounded through the room's intercoms. The noise was more than loud enough to stop the arguments and the potential physical fights that might've broken out from said arguments. Everyone covering their ears (Venom actually crying out as the noise was loud enough to cause quite a bit of discomfort), the room stayed filled with the alarm sound for another few seconds before stopping completely, leaving plenty of ears ringing in its wake.

Now that everything was silent, Nick smirked, acting unfazed by the whole thing. "Get used to those Hero Standards when you're on this ship, gentlemen...and lady." he added, nodding towards Black Cat before continuing. "Bad guy or not, you're going to abide by our rules. If any of you end up killing our reptilian friend, you can expect prompt punishment."

This brought on some grumbles, but none of the others made any attempt to actually talk back against that. Spider-Man took advantage of the following silence to get his thoughts back together, thinking hard about what might be going through the minds of the others, trying to understand the view points of even the villains. Standing up, he took a deep breath, put his words together in his head and continued on with this oh-so-pleasant conversation.

"I think I understand some counter-arguments to this. I'm not saying to do nothing about what's going on. I'm saying that we shouldn't destroy our friend if we can help it. Each of us have more than a right to defend ourselves, don't get me wrong. And I'm sure we all will be in a situation that warrants that during this crisis. Defend yourselves, but keep in mind to use as minimal force as possible. Are you guys getting what I'm saying here?"

"That makes sense." Black Cat muttered.

"Good." Spidey said, relaxing as the message finally began to sink in. "Alright. We'll be fixing everything back to normal in no time, but we'll be taking some precautionaries until then. Keep your eyes and ears and whatever alien symbiote senses you have wide open. Try not to be alone if you can help it, perhaps find a roommate too if that ain't much of an issue. And for added cautions, the computer will be aware of your every move, not in a creepy stalkerish kinda way but...you know what I mean.

If you see anything even remotely scaly and lizard-y, try not to take matters into your own hands, okay? Try to contact the rest of us and we'll take care of it _together_. The Lizard is much stronger and faster than you give him credit for; I don't want to risk any of you in some stupid one-on-one Macho Fight or something. With that in mind, I think we can call this court adjourned."

Giving one more emphasizing knock on the table in his imitation of a judge, Spidey stood up as the others began to disperse, muttering to each other about the situation or about the new rules and how stupid they were and how they weren't the least bit frightened of some glorified hand-bag. Shaking his head, Spidey turned to Nick Fury, who seemed to be in deep thought before his gruff voice spoke up.

"We'll alert the rest of the agents in the morning; hopefully, there won't be too much damage done until then. Perhaps I should start enforcing a new curfew or something. Anyway, I told the computer to make efforts to contain the Lizard; from what I can tell, she even started setting booby-traps for the damn thing."

**"You're welcome."** the computer chirped, only to be rewarded with a dismissive wave from Fury.

"You really think booby-traps will work? The Lizard can be pretty clever when he wants to be..." Spider-Man voiced his concern, wondering what the computer's definition of 'booby-trap' was.

"Not really. But it'll give the computer something useful to do for once."

Spidey merely rolled his eyes before walking off to his room. He didn't really want to put everything on hold for a whole night, but he knew there was little else for him to do. For the time being, at least for now, he had to put trust in the computer to keep things from going to hell for tonight. Though knowing the computer...she might not be much help at all...

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><p>Deep inside the dark bowels of the ventilation system, silence reigned supreme as the Lizard slinked through each 'tunnel' without so much as the clicks of his claws on the metallic surface. He wasn't sure of where he was, but was trying to establish the layout of his new territory nonetheless. The place smelled overrun with mammals and that was more than enough to keep him in a sour mood. Stupid, pathetic warm-bloods; no matter where he went, they were infesting the place. Well, that'll change once he takes charge with his reptile army.<p>

Arriving at another grate, he paused as he usually did, looking down into whatever room this was. It appeared to be the kitchen, with organizations of newly-cleaned dishes and left-over food being kept under wraps. Although the scent of the room was a mixture of both pleasant and unpleasant, the Lizard still breathed it in deeply, his forked tongue also slipping out to pick up extra molecules. He was hungry. He wasn't sure when Connors last ate, but his stomach was practically yawning. Not particularly for the human food whose scent was tickling his senses, no. He was more interested in the more natural and...organic diet.

Movement caught his eyes as a human came into view, removing her apron and hat and sitting her broom down. Exhaling heavily, she finally got done cleaning the place, no help from her lazy co-workers, of course. Wanting to go back to her room for the night and get some much needed sleep, she didn't bother putting the broom away properly and walked to the exit, peeling off her gloves and throwing them into the emptied trash. Opening the double-door, she cast one last glance around the kitchen, making sure it was in an acceptable condition, before turning out the lights.

The ship became dark and it took a moment for her eyes to adjust. Of course, there was some tiny lights lining the path of the hallways that will help guide her back to her quarters, casting an orange glow that only barely lit the whole passage. Plenty used to it, however, the worker moved down the halls expertly, pausing only to hold back a yawn. But that pause was enough for her to hesitate, feeling something cool on her hand. What the-?

Brows furrowing, she moved her hand closer to her face, making out the sheen of a thick, sticky liquid. If she didn't know any better, it would look a lot like... A deep, throaty growl sounded from above her head. Instinctively, she froze, wanting to look up but too terrified to do so. Breathing heavily in fear, she forced herself to move forward, repeating _'Don't look back__'_ in her head over and over again. But she was doomed to defy that thought the instant it entered her head; it was part of human nature to do so. Looking back as she strode quickly down the hallways, she saw nothing whatsoever.

It's all in her head, that's what she was trying to tell herself. The growl was her ears playing tricks on her. The mysterious liquid that dripped onto her hand was just a part of the ship, something leaking from the vents or pipes or something. And the instant she thought that, there was a loud _CLANG!_ behind her. Jumping about three feet in the air, she snapped around to find the grate from the vent lying on the floor. But before her heart could even begin to slow down, a large being jumped from the ventilation above and onto the floor over the fallen grate.

At first, her mind told her that this was one of the ship's super-powered guests; there was no reason to be frightened. But she couldn't ignore the chill running down her spine as she stared at those soulless red eyes that flashed in what little light there was. Something bad is about to happen and it seemed to be confirmed when the giant reptilian creature snarled with razor teeth bared in her direction. She probably shouldn't run; people always tells you not to run when faced with an animal...

Giving a shrill, bloodcurdling scream, she turned on her heels and ran down the halls as fast as she could. Almost instantly, an inhuman shriek sounded and she can practically feel the creature inches behind her and she barely made it around the corner, looking back to see the creature slowing for just a split-second to turn after her. Feeling her heart beating so hard that it felt like it would burst out of her chest like some alien creature, she slammed her fist into every door she ran across, still screaming and hoping that someone would come save her.

Oh my God, the creature was running for her again. It was going to catch her, kill her in the slowest possible way, she just knew it! And there was little she can do about it! The creature was faster than her; its seven foot frame was much larger and in no doubt, way stronger than her! No matter which way it went, as long as she was alone, she wouldn't stand even one-eighth of a chance. Hell, even now, she could feel it lunging for her, her body reflexively throwing itself down, her hands shooting onto her head to protect it as the creature sailed overhead, missing her by mere centimeters.

Looking up, she barely took the time to bother watching the creature turn back to her before throwing herself back up and running the opposite direction. She didn't even know which way she's going, where she was. All she knew was to run as fast as her feet can touch the floor. Dear Lord, it felt like her legs were about to fall apart, so exhausted she was. The adrenaline in her body was the only thing keeping her going, and even that was barely enough. Her lungs were on fire, her muscles feeling so pulpy in their exertions. She'd probably collapse any minute now...

No... Sweet Mother of Jesus, no... She was forced to skid to a stop as the dead end loomed before her, mocking her misfortune. Turning around, she was about to throw herself onto the nearby door when the creature slid into view, its claws slashing furrows into the floor as it forced itself into a stop, glaring at its trapped prey. Standing up from its quadrepedal position, it began to stalk towards her, saliva dripping from its jaws. The cornered girl pressed herself as tightly against the wall behind her as she could, her body ready to fight for her life as soon as the creature was upon her, however futile that effort will be.

"P-please, don't hurt me. Don't eat me, please." she began to beg, tears immediately flowing from her eyes to soak her face, not even knowing if this creature even understood her, but she wasn't about to stop. "I...I beg you. I don't wanna die, please! I'll do anything, just let me live, please!"

The creature paused and for a split-second, she felt a spark of hope. Maybe the creature did understand her and maybe it was going to spare her, to pity her. But the spark was quickly killed off when a cold hiss rose from the creature's throat, its eyes narrowing dangerously. "You mammalsss talk too much." The girl was immediately frozen inside. Even without the hostile words, the tone held no amount of pity, remorse, mercy, none of it whatsoever. But it was more than indifference; it held irritation, pure anger and hatred, for reasons she couldn't understand why.

Time began slowing down as the creature lunged for her with murderous intent. The poor girl could do nothing, she couldn't even look away. People always talk about one's life flashing before their eyes when death was imminent. That wasn't the case for her. There was a feeling of reminisce and nostalgia lingering through her terror, a kind of checklist going through her achievements and failures. But her mind itself was blank, no thoughts, no images, truely frozen. It took every bit of will power just to close her eyes, not wanting to witness her own death.

...

...

She...was still alive? Snapping her eyes back open to look, she saw the mechanical arm of the ship grasping onto the creature's tail. The enraged monster struggled for a few seconds, gnawing and slashing ineffectively at the metal claws holding him. More mechanical arms emerged from the walls as the ship tried to better restrain the creature and the girl needed no better prompting. Ducking as low as she could, she slinked around the reptile, who seemed too focus on avoiding the new tentacles to notice her, and she took off down the hall.

Using every bit of energy she had left, she ran towards where her room outta be before running into something. Instinctively, she screamed in terror, her fear overcoming her logic before calming enough to notice one of her best friends standing before her.

"Shhh, it's alright. It's just me, calm down." he told her, grasping her shoulders and looking her straight in the eye to shake her out of her terrified state. The girl stayed quiet for a moment, trying to catch her breath and slow down her racing heart. "Tell me what's going on. Me and the rest of the guys heard you screaming and slamming on doors. What's up?"

The girl took a few more breaths before managing to speak. "There...there was this monster...chasing me. One of those...super-people I'm sure... He was trying... trying to kill me..." All her tears came back to her and she sobbed, burying her face into her companion's chest, fully realizing how lucky she was to still be breathing right now. She felt her hair being petted and her body being hugged, and although she wasn't particularly fond of men touching her in any way (even if they were her friends), she found the gestures comforting.

"This monster. Where is he?" the man asked. Without removing her face from him, she pointed directly behind her.

"The...the computer got 'im..." she told him.

"Good." He pulled her away from him, once more looking straight into her eyes. "Let's get you back to your room. I can't have you walking alone in case that thing gets loose."

With a nod, the girl shakily made her way down the hall, hugging herself as she tried to keep herself together. Looking back, she saw her friend staring curiously in the direction of the supposed monster, as if hoping to catch a glimpse of it for himself. But there was no sign of it, much to the girl's relief, and he turned back to her, offering the sweetest smile she has seen in a while. She was offering a timid smile back and was about to give him her thanks when the grate above was violently torn loose and a long muscular tail shot down, wrapped itself around the man's throat, and hoisted him back into the vents with seemingly no effort at all.

For a second, the former victim's screams were mixed with those of her comrade before a crushing sound silenced the male half of the scream and a spray of warm blood splashed onto her face and clothes. This was the final straw in her traumatized mind and body, and her surroundings turned black as her eyes rolled back and she collapsed to the floor.

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><p>The killing has begun. Pray it won't involve any of our heroes...or villains...or...whatever. ^^<p>

Anyway, chapter two now up, yay! I'm loving this story so much right now. I think I'm about to have a story surge, so I guess you can expect another update on this or my other Spider-Man story soon! :) Again, feel free to give me advice, constructive crits, positive feedback, anything but flames!


	3. Chapter 3

Disclaimer: I don't own the Spider-Man franchise or any of its characters.

**hunter-strain13: **Thank you for your review and kind words! I certainly have fun with this plot (my love for the Lizard is unlimited) and I'm glad you like the pacing, which is something I tend to have troubles with.**  
>Ligerfang:<strong> Thank you! I try very hard to make this story awesome!

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><p>"Last night proved to be a disaster." Nick Fury said in a somber tone, looking out over the diners as they ate their breakfast. "We lost a few employees, and several agents required medical care. All thanks to our reptilian friend."<p>

Spider-Man felt his heart skip a beat, lowering his fork as he looked to Fury in urgent confusion and distraught. He couldn't believe that he allowed this to happen! He should've gone on a patrol himself during the night, should've been there to protect those innocent people. The Lizard had always been his responsibility since day one, and here he was, eating an omelet. "But I thought you said the computer was going to take care of everyone."

"Like the computer can do anything right..." Scorpion muttered with his arms crossed, smirking as almost everyone else begrudgingly nodded in agreement to his words. Nick Fury caught the mutter as well, rolling his eyes but doing nothing to object as he too felt the comment was true enough. Nonetheless, he continued in his authoritive tone.

"From what I understand, the computer has been trying to capture the Lizard, but he always manages to slip away into the ventilation shafts, one of the places the computer can't get him. However, he did leave something behind in one of his earlier attacks last night."

At those words, the one of computer's mechanical arms slipped towards the table, dropping something long and green onto the center of the table, startling the diners. Everyone blinked before leaning closer to see what it was, some of them bearing grimaces. It was a tail, severed neatly from the base. Some of the others scooted their breakfast away, having lost their appetites (again!).

"Well, at least Handbag lost one advantage." Sandman pointed out, feeling a brief flash of hope as the Lizard should be easier to subdue now. But that bit of hope was bashed as Spider-Man shook his head in grim rejection.

"He's a lizard. He can regrow his limbs. Knowing him, he probably snapped this off on purpose and regenerated a few moments later." He told them, examining the tail a bit to confirm his theory. Indeed, everything pointed to an intentional amputation, especially when the tail twitched in what remained of its initial spasms. This movement got a few mutters, some of them on how freaky those twitches were, but many of them questionings on what to do with the situation.

"Given the circumstances, I believe we should take an active part in the hunt for the Lizard. Doctor Octavius," Fury turned to the eight-limbed scientist. "I understand you are in possession of the notes that can fix this whole problem."

Otto nodded. "Connors handed it to me before this all started. I was about to make the formula, but it was too late. And I'm afraid the laboratory is now in less than ideal condition."

"Something that can easily be fixed up." Fury responded. "Keep those notes close and you'll be informed when the lab is ready for use." Seeing the professor nod, he returned his attention to the others. "After we're done here, get ready to start searching the ship. Remember what was said last night: Do NOT kill the Lizard. Only minimal force is authorized."

"Whatever. I just hope you all know what you're doing." Goblin grunted, not bothering to object as he knew it would be useless.

"That's the spirit." Spidey said, though whether if it was sarcasm or not was hard to tell. He did look bothered though and he walked to Fury as the others resumed their business, dispersing as they finished their breakfast. "My spider-sense is tingling; it's not too strong, but I think we should keep our wits sharp."

"Acknowledged, Spider-Man. If our scaly fugitive's triggering it, he's not too much of a threat to us right now, not with everyone here." That reassurance wasn't too reassuring to Spidey, and he sighed. His spider-sense was still ringing, but unfortunately there was little he could do about it.

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><p>Up above the room, in the ventilation system, an eavesdropper peered down to the Dining room, listening carefully as the mammals spoke about him. The Lizard kept in a soft hiss, expertly staying in stealth-mode. So these pathetic creatures think they could catch him, think they can make him surrender to the Connors mammal? Well, he commends them for having such ambitions, however naive they were.<p>

Although, those notes will certainly be a problem. If he lets them slide, ignore the fact that they exist in the hands of the warm-bloods, the resulting formula would push him back in the dark recesses of the mammal's mind; he could NOT let that happen! Focusing his attention on the multi-limbed scientist, he began following him silently, hardly daring to breathe in his stalking.

Octavius wasn't aware that he was center of malevolent attention as he moved out of the Dining Facility and into the hallways, making his way towards his room. Keeping his senses sharp, he also paid attention to the mechanical chitters of his actuators, the mental 'voices' of their artificial intelligence echoing through his head. But he discouraged their 'idle' talk, telling them to pay attention to their surroundings. Unfortunately, the actuators were not much wiser to the unseen predator above than their human host. But, as if luck wished to balance out the misfortune, someone was not so blissfully unaware.

**"Activating Air Conditioning, Lowest setting." **The computer spoke up, for once her tone completely serious. Otto couldn't keep back a small smirk; it seems the computer was starting to get wise. Perhaps the Lizard has been avoiding all her other tricks, and now she was resorting to taking advantage of his cold-blooded nature. He wondered how long it would be before they found that reptile's unconscious body.

Arriving at his room and opening the door, he automatically checked his room to make sure nobody's been through it. He didn't trust the vast majority of the people here, and all it would take is a wandering eye and a curious mind to start invading his privacy. But, like always, everything was where they should be and he sat down on his bed, allowing his tense muscles to relax.

Wow, it was getting cold and fast. The computer really wasn't playing around after all. Giving a shudder, he tightened his coat around himself, mentally denying the actuators' offer to fetch him another one. Reaching into his pocket, he pulled out the neatly folded notes.

_There it isss_... the thought crept into the Lizard's mind as he stared down the grate at the mammal, who was now reading the notes. Now was his chance: steal those notes, and perhaps kill the warm-blood too while he's at it. He hasn't forgotten their first confrontation in the lab, how close he was to killing the hairless monkey. At least this time, the Spider won't be here to save him.

With the mammal directly under the grate, now was the perfect time to strike. Viscously tearing out the barrier between him and his prey, the Lizard pounced down upon the startled mammal. But for some reason, his claws were slow in grabbing those notes and he felt the metallic hold of the actuators throw him off the human. Colliding with a desk, the Lizard realized that even his efforts to right himself was sluggish. So weak... what was happening to him?

Instantly, his mind recalled a similar incident with Spider-Man, when he was lured into a refrigerated car during a fight atop a train. The cold was the cause of this, but how... The computer! That infernal machine turned on the cold, to stop him. Growling in annoyance, he realized that as long as the computer operates, he'll never get anything done without interruption.

Turning his full attention to the tense and ready human, he hissed out his words, tone filled with venom. "I'm not through with you, mammal..." And with that, he jumped back into the vents, wasting no time in seeking the computer's power source. He knew he had to hurry before his body slipped into hibernation; already, he could feel his steps slowing and his metabolism weakening. Pushing passed that as best he could, he followed the pathway towards where he knew the desired room was, having made his territorial explorations the night before.

Slinking silently, he tried to move faster as his sense of self-preservation realized that the vents were getting too cold to manage. Hissing, he forced himself step-by-step, barely arriving at the room and weakly smashing the grate from its hinges. Gathering his remaining strength, he pulled himself through the opening and dropped to the floor limply, his scales taking the impact. It was warmer down here and it took a moment to push himself towards the power grid. Yanking it open, he heard the walls shift and familiar mechanical arms slipped into the room. Snarling as the computer grabbed hold of him, he wasn't to be stopped so easily, and he, in turn, grabbed hold of the wires within the grid.

At that, the computer hesitated, as if struggling to evaluate her next move, knowing her time was extremely limited. Arriving at her conclusion, her voice echoed through the ship. **"The Lizard located in the Power Room."** She told anyone who would listen. Grinning menacingly, the Lizard tore the wires from their roots savagely, chuckling softly as the computer's voice faded. **"Th….zard…..in….Pow….oom…"**

Silence as the mechanical arms released their hold on him and fell limply to the floor. Although he knew he succeeded, the Lizard also knew that he was in trouble. Although the cold would fade away soon, it wasn't enough to provide him the energy he needed to retreat now. Against his will, his consciousness faded into a brief state of torpor. And he remained that way as the door opened and several armed agents cautiously moved into the small room towards the immobile reptile. Warily reaching out a foot, one of the agents nudged the body, all guns ready should the monster attack. But the Lizard just remained limp, not even sensing the intruders in his state.

Feeling the low threat level, the agents gathered around and strained to lift the 550 pound creature. After several attempts, they each managed to get a grip and they struggled out the room, clumsily trying to get in step with each other. Unfortunately, they were unaware of a deadly side-effect of what they're doing. With the warmth of body heat around him, the Lizard's mind slowly began to reawaken. Soon, his senses returned and the smell of humans was incredibly powerful and it was enough to jolt him awake.

Snarling, he instinctively and savagely thrashed about, forcing his captors to drop him in panic. Taking full advantage of their idiotic move, he lunged at two of them, his claws tearing through their bullet-proof paddings and gutting them easily. The warmth of their blood invigorated him all the more, even as he heard and felt the gunshots behind him. Some pain pierced his back, but it did nothing to stall him as he turned and lunged at another agent, jaws clamping into his head and crunching right through his protective helmet, blood gushing into his maw before he tossed the body aside.

The last agent stared in wide-eyed horror as all three of his companions lay dead on the blood-covered floor. Seeing the Lizard turn his attention to him, he instinctively fired on the reptile. To add to his horror, the bullets once more only bounced off, and those that did pierce through did nothing as the wounds immediately began stitching back together. Then, the ominous clicks came from his gun as the rounds ran on empty. Hissing threateningly, the Lizard stalked towards the remaining human, lunging as a piercing scream echoed through the halls, cutting off with a gurgle.

And then silence...

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><p>The entire ship was plunged into darkness, and the Green Goblin snarled as he brought his glider to a pause, waiting for his eyes to adjust. Luckily, he didn't have to wait that long before the dim orange glow of the emergency lights flooded the hallways. Relaxing just a bit, he slowly advanced, his glider on silent-mode as he didn't wanna risk attracting attention. He wasn't too bothered with the sudden black-out; it was one of the many pranks the computer loves to play. If anything, Gobby was pretty annoyed.<p>

"Hey, machine! Turn the lights back on!" he snarled, waiting impatiently for the computer's amused response. But there was no sound whatsoever, not even an acknowledging buzz of the intercom. "Computer! I know you can hear me! Turn it back on!" He continued to demand to no avail. Alright, now something was really wrong. Usually, the computer would make some response or another.

Tensing once more, unable to stop himself from being on edge, he nonetheless continued down the hall. All he had to do was get into his room and contact Fury and ask him what the Hell was going on. He hoped the outage didn't include the communicators; he'll use the emergency lines if he had to.

What the-? There was a noise up ahead, the sound of shuffling. Good, probably one of his companions, someone he could complain to. Putting on a bit more speed, he flew towards the sound and paused when he heard something disturbing. It was a sticky, gristly sound, something he couldn't quite describe in words. Peeking over a corner, he froze.

It was the Walking Handbag himself, eating the bloodied remains of what he can only assume was a human at one point, mangled bodies lying like discarded ragdolls where they fell. Feeling the chill of fear at this predatory display, he pushed it aside as he slowly reached into his Bag of Tricks, pulling out a Pumpkin Bomb. It was of the stunning variety; if he could catch the reptile unawares, he could take the paralyzed creature to Fury and all this would be over. Activating the bomb, he underestimated the Lizard's senses as the click caught the monster's attention, snapping his glaring red eyes in his direction.

Cursing under his breath, he wasted no time in throwing the weapon, the Lizard hissing as the bomb exploded into a cloud of gas at his feet. Knowing not to trust the unknown smoke, the Lizard leapt up onto the ceiling and lunged for the intruder with a shriek. The Green Goblin barely had time to maneuver out of the way, but the Lizard had managed to grab hold of the glider's left wing, causing the machine to tilt precariously. The Goblin cried out in surprise as he struggled to keep balance, giving a mild Sparkle Blast right in the Lizard's face, forcing the scaly menace to let go.

The glider straightening itself out, Gobby had absolutely no intent on retreating as he backed off a safer distance and pulled out more Pumpkin Bombs. Of course, he made sure to grab those explosives specialized to dehabilitate rather than kill, as he didn't want to find out what punishment Fury had in mind. Throwing the orange concussives at the Lizard, he practically hissed as his former ally recovered enough to jump out of the way, the hall-way shaking as the bombs went off, leaving burnt patches on the floor. He quickly dodged as the Lizard made another leap at his throat, the reptile clinging to the opposite wall when he missed.

Reaching once more in his Bag of Tricks, he knew that he had a low supply of stun bombs. He just never cared too much about leaving his attackers alive and if it wasn't for Fury's warning, he would've made little hesitation in utterly destroying every last atom of the reptile now snarling at him. Using his last few bombs wisely, he tossed a Razor Bat, prompting the cold-blooded predator to dodge before landing a full pumpkin blast on the creature. Smoke covered the Lizard's form and Gobby felt a spark of accomplishment, but that was squashed as the Lizard tore through the smoke in another lunge at him. Hastily, Gobby fired another Sparkle Blast, his panic showing when he merely grazed the monster's shoulder. Landing on the glider, the Lizard sank his claws into the mammal before him, easily tearing through the chain-mail armor under the Goblin's tunic.

"Damn it!" the Green Goblin couldn't help but curse, trying to get free of the Lizard's grasp. Delivering a powerful punch into the reptile's face, he cringed as it felt like hitting a brick wall. In frustrated pain, he flared his hands in the Lizard's face, a blinding flash of light emanating from his gloves. With a screech, the disorientated reptile clamped his eyes shut, seeing flares behind his eyelids. Taking advantage, the Goblin gathered all his strength to kick the menace off his glider. But he didn't take the thrashing tail into account, and he grunted as the powerful limb slammed into him, knocking him off the glider as well.

Hitting the ground hard, Gobby winced heavily as he landed on the bleeding slashes on his body, cursing even more as he glanced towards his fallen glider. Struggling to right himself, he didn't get far before another shriek sounded and he found himself pinned to the floor, a horrible pain piercing through his arm. Comprehending that the Lizard had clamped his jaws into his limb, he struggled to shove him off before reaching into his Bag of Tricks. Desperate, he took hold of a Razor Bat and stabbed it into the Lizard's side as hard as he could, the blade managing to break through the thick scales.

Snarling, the Lizard jerked away from his prey and snapped around, striking the Goblin with his tail and throwing him into the wall. Glaring at the no-good mammal, the Lizard then turned his attention to the Razor Bat in his side, grasping it tightly and yanking it out. Within seconds, the wound closed and scales wove themselves to cover the scar. Dropping the bloodied weapon, he leered at the stunned warm-blood, stepping closer to finish off the foolish costumed human... who could do nothing but glare back defiantly as his potential executioner rose his claws for the final blow...

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><p>Third chapter done! Sorry it took a bit longer than expected. But keep on sticking around for the next chappy to see if Gobby will be alright and don't forget to review!<p> 


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